FSM Holdings Limited — M&A Activity 2019

Dec 18, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

FSM Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1721)

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

This announcement is made pursuant to Rule 2.1 of the Takeovers Code. Reference is made to the joint announcement issued by FSM Holdings Limited (the "Company") and Luxuriant East Limited dated 11 December 2019 in relation to, among other things, the Offer (the "Joint Announcement"). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Joint Announcement.

The Board would like to announce that the Independent Board Committee comprising Mr. Ng Hung Fai Myron, Mr. Bau Siu Fung and Prof. Pong Kam Keung, each an independent non-executive Director, has been established to advise the Independent Shareholders as to whether the terms of the Offer are fair and reasonable so far as the Independent Shareholders are concerned as to the acceptance of the Offer.

Lego Corporate Finance Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), has been appointed as the independent financial adviser to advise the Independent Board Committee in connection with the Offer. Such appointment has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code.

The letter of advice of Lego Corporate Finance Limited and the recommendation of the Independent Board Committee will be included in the Composite Document relating to the Offer.

By order of the Board of

FSM Holdings Limited

Toe Tiong Hock

Chairman, Chief Executive Officer and

Executive Director

Hong Kong, 18 December 2019

---

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Toe Tiong Hock, Ms. Wong Yet Lian and Ms. Lim Siew Choo; and three independent non-executive Directors, namely Mr. Ng Hung Fai Myron, Mr. Bau Siu Fung and Prof. Pong Kam Keung.

• 2 -